Amendment No. 2 to Note



      This Amendment to Note ("Amendment"), made, delivered, and effective as of
November 8, 1999, by and between Pro Golf International,  Inc.  ("Borrower") and
COMERICA BANK ("Bank").


WHEREAS,  Borrower and Bank are parties to that certain Master Revolving Note in
the original  principal  amount of $8,500,000 dated June 22, 1999, as previously
amended as of September , 1999 ("Note"); and

WHEREAS, Bank and Borrower further desire to amend the Note as set forth below;

NOW,  THEREFORE,  in  consideration  of the  premises  and the  mutual  promises
contained in this Amendment, Borrower and Bank agree as follows:

1. The  reference  to  "November  8, 1999" in the first  sentence of the Note is
deleted  and "March 15,  2000" is  inserted in lieu  thereof.  The  indebtedness
outstanding  under the Note shall now be due and  payable in full on the earlier
of March 15, 2000 and DEMAND by Bank.

2. Upon execution of this  Amendment,  Borrower shall pay Bank a  non-refundable
   amendment fee of $300,000  ("Amendment  Fee") which fee shall be deemed fully
   earned   upon   payment.   Notwithstanding   that   the   amendment   fee  is
   non-refundable, Bank agrees as follows:

   a. If on or before  March 15,  2000  Borrower  furnishes  Bank with  evidence
      satisfactory  to Bank that from the date hereof  through  March 15,  2000,
      Borrower  has  raised  $2,000,000  in  capital  in the form of  equity  or
      subordinated   debt   (pursuant   to  written   subordination   agreements
      satisfactory  to  Bank  in the  exercise  of  its  sole,  but  reasonable,
      discretion),  Bank shall rebate  $100,000 (and not more than  $100,000) of
      the Amendment Fee to Borrower.

   b. If on or before  March 15,  2000  Borrower  furnishes  Bank with  evidence
      satisfactory  to Bank that from the date hereof  through  March 15,  2000,
      Borrower  has  raised  at least  $1,000,000  but less than  $2,000,000  in
      capital in the form of equity or  subordinated  debt  (pursuant to written
      subordination agreements satisfactory to Bank in the exercise of its sole,
      but reasonable,  discretion), Bank shall rebate $50,000 (and not more than
      $50,000) of the Amendment Fee to Borrower.

   c. If on or before  March 15,  2000,  Borrower  refinances  through  Bank its
      indebtedness  outstanding  under the Note such that at least $8,000,000 of
      the  principal  amount  outstanding  under  the Note is  refinanced  as an
      amortizing  term loan and the  balance  thereof is  replaced  by a line of
      credit based on a formula of Borrower's accounts and/or inventory pursuant
      to loan  documents  satisfactory  to Bank in the exercise of its sole, but
      reasonable,  discretion,  Bank  shall  rebate  $50,000  (and not more than
      $50,000) of the Amendment Fee to Borrower, in addition to any other rebate
      made under subpart a or b of this Section 2.

   d. In no event shall  Borrower be entitled to a rebate of the  Amendment  Fee
      under both subparts a and b of this Section 2. In no event shall  Borrower
      be entitled to any rebate under this Section 2 if Borrower  fails to raise
      less than  $1,000,000 in capital in accordance with the provisions of this
      Section 2.
<PAGE>

3. Borrower is  responsible  for all costs incurred by Bank,  including  without
   limit reasonable  attorney fees, with regard to the preparation and execution
   of this Amendment.

4. The  execution  of this  Amendment  shall not be deemed to be a waiver of any
Default or Event of Default.

5. All the terms used in this Amendment which are defined in the Note shall have
   the same  meaning  as used in the  Note,  unless  otherwise  defined  in this
   Amendment.

6. Borrower waives,  discharges,  and forever releases Bank,  Bank's  employees,
   officers,  directors,  attorneys,  stockholders,  and  their  successors  and
   assigns,  from and of any and all claims,  causes of action,  allegations  or
   assertions  that  Borrower  has or may have had at any  time up  through  and
   including the date of this  Amendment,  against any or all of the  foregoing,
   regardless  of whether  any such  claims,  causes of action,  allegations  or
   assertions  are known to  Borrower  or  whether  any such  claims,  causes of
   action,  allegations  or  assertions  arose as result of  Bank's  actions  or
   omissions in  connection  with the Note,  or any  amendments,  extensions  or
   modifications  thereto, or Bank's administration of the debt evidenced by the
   Note or otherwise.

7. This  Amendment is not an agreement to any further or other  amendment of the
   Note. This Amendment shall become effective upon execution by the parties and
   payment by Borrower of the  amendment fee required  under  paragraph 2 above.
   Nothing set forth in this Amendment is intended nor shall be deemed to modify
   the demand basis of the Note and Borrower  acknowledges and agrees that Bank,
   with or  without  reason and  without  notice,  may  demand  that the Note be
   immediately  paid  in  full.  Nothing  set  forth  in  this  Amendment  shall
   constitute  a  commitment  on  the  part  of  Bank  to  refinance  any of the
   indebtedness  outstanding  under  the Note or  otherwise  extend  any  credit
   facility to Borrower.

8. Borrower  expressly  acknowledges and agrees that except as expressly amended
   in this Amendment, the Note, as amended, remains in full force and effect and
   is ratified, confirmed and restated.


<PAGE>




IN WITNESS  WHEREOF,  the parties have executed and delivered  this Amendment on
the date set forth above.

Name(s) of Borrower(s): Pro Golf International, Inc.


By:______________________________             By:_______________________________
    SIGNATURE OF                                           SIGNATURE OF
Its:_____________________________             Its:______________________________
    TITLE (IF APPLICABLE)                               TITLE (IF APPLICABLE)


                                                COMERICA BANK


                                               By:______________________________
                                                    SIGNATURE OF
                                               Its:_____________________________
                                                    TITLE


The above Amendment to Note is consented to by the undersigned  Guarantors as of
November 8, 1999.

Ajay Sports, Inc.
Woodward Partners, Inc.
Pro-Golf of America, Inc.
Colorado Ridge Corporation
Acrodyne Corporation


By:____________________________________________
     Thomas W. Itin, President of each of the above entities

TICO


By:____________________________________________
     Thomas W. Itin, Managing Partner

SICO


By:____________________________________________
      Shirley B. Itin, Managing Partner


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Thomas W. Itin, individually


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Shirley B. Itin, individually